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EXHIBIT 10.(u)
GUARANTY OF PAYMENT
THIS GUARANTY OF PAYMENT (this "Guaranty"), dated as of March 24, 1999,
is given by:
FRUIT OF THE LOOM, INC. ("Fruit of the Loom"), a Delaware corporation,
its Material Domestic Subsidiaries (as defined below) and its parent holding
company, Fruit of the Loom, Ltd., a Cayman Islands company (the "Parent")
(collectively with Fruit of the Loom, "the Guarantors") to:
NATIONSBANK, N.A., a national banking association, in its capacity as
Administrative Agent (the "Administrative Agent") for the Lenders party to the
Credit Agreement referred to below, for the benefit of:
XXXXXXX XXXXXX as the Borrower (the "Borrower") under that certain
Credit Agreement dated as of the date hereof among the Borrower, the
Administrative Agent, CREDIT SUISSE FIRST BOSTON as Syndication Agent and the
Lenders party thereto (as amended, modified, extended, renewed, restated or
replaced from time to time, the "Credit Agreement").
W I T N E S S E T H:
WHEREAS, the Lenders have been requested to enter into the Credit
Agreement and to make available to the Borrower a revolving credit facility and
letter of credit subfacility (collectively, the "Credit Facility") in the
maximum aggregate principal amount of $65 million;
WHEREAS, the Guarantors will benefit if the Borrower enters into the
Credit Agreement because the Guarantors have or may have interests, directly or
indirectly, in the transactions to be funded (or refinanced) with the proceeds
of the Credit Facility; and
WHEREAS, the Agents and the Lenders have required that the Guarantors
execute and deliver this Guaranty as a condition precedent to entering into the
Credit Agreement and the other Credit Documents referred to therein;
NOW, THEREFORE, in consideration of the Lenders' agreement to make the
Credit Facility available to the Borrower, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to the Lenders, their
successors and assigns, the prompt and full payment of the Obligations as more
fully set forth below.
SECTION 1. DEFINITIONS.
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Credit Agreement. The pronouns used
in this instrument shall be construed as masculine, feminine or neuter as the
occasion may require, and words in the singular include
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the plural and words in plural include the singular. As used herein, the
following terms shall have the corresponding meanings set forth below:
"Domestic Subsidiary" means each direct and indirect Subsidiary of
Fruit of the Loom that (a) is domiciled, incorporated or organized under the
laws of any State of the United States or the District of Columbia or (b)
maintains the major portion of its assets (determined on a consolidated basis)
in the United States of America.
"Material Domestic Subsidiary" means any Domestic Subsidiary of Fruit
of the Loom that, together with its Subsidiaries on a consolidated basis, (i)
during the twelve months preceding such date of determination accounts for (or
to which may be attributed) 5% or more of the sales, earnings or assets
(determined on a consolidated basis) of Fruit of the Loom and its Subsidiaries
or (ii) is otherwise necessary for the ongoing business operations of Fruit of
the Loom and its Subsidiaries taken as a whole.
SECTION 2. THE GUARANTY.
Each Guarantor hereby, jointly and severally, guarantees to each Lender
and the Agents the prompt payment of the Obligations in full when due (whether
at stated maturity, as a mandatory prepayment, by acceleration or otherwise).
The Guarantors shall pay any Obligations that are not paid as and when required
of the Borrower under the Credit Documents (including upon the expiration of any
applicable grace period set forth therein). Each such sum may be recovered in a
separate action as it comes due, or, in the event that the Administrative Agent
or the Lenders shall accelerate the maturity of the Obligations in accordance
with the Credit Documents, the Guarantors shall promptly pay all sums which
become due and payable on such acceleration of maturity. The Lenders shall have
the absolute right to seek one or more money judgments for each cause of action
based solely upon this Guaranty.
SECTION 3. GUARANTY OF PAYMENT; PRIMARY LIABILITY OF GUARANTORS,
ETC.
This Guaranty is a guarantee of payment and not of collection. The
obligations of the Guarantors under this Guaranty are direct, unconditional and
completely independent of the obligations of the Borrower. The Administrative
Agent and the Lenders may exercise any of its or their rights under this
Guaranty, including without limitation bringing and prosecuting any action
against the Guarantors, without any requirement that the Administrative Agent or
the Lenders join the Borrower as a party to the action, or proceed against any
security or collateral then held by the Administrative Agent or the Lenders for
the Obligations or the obligations of the Guarantors hereunder, or have recourse
to the Notes or any of the other Credit Documents, or notify or make demand upon
or proceed against or exhaust any other remedy against the Borrower, any other
guarantor of the Obligations, or any other person who might have become liable
for the Obligations, or to pursue any other remedy or enforce any other right.
The Guarantors hereby waive and renounce all benefits of discussion and
division.
The Guarantors further agree that nothing contained herein shall
prevent the Administrative Agent or the Lenders from suing on the Credit
Agreement, the Notes or any of the other Credit
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Documents or foreclosing any security interest in or lien on any collateral now
or hereafter securing the Obligations or the obligations of the Guarantors
hereunder or from exercising any other rights available to them under the Credit
Agreement, the Notes, any other of the Credit Documents, or any other instrument
of security if neither the Borrower nor the Guarantors timely perform the
obligations of the Borrower thereunder, and the exercise of any of the aforesaid
rights and the completion of any foreclosure proceedings shall not constitute a
discharge of any Guarantor's obligations hereunder; it being the purpose and
intent of the Guarantors that each Guarantor's obligations hereunder shall be
absolute, independent and unconditional under any and all circumstances. Neither
a Guarantor's obligations hereunder nor any remedy for the enforcement thereof
shall be impaired, modified, changed, released or limited in any manner
whatsoever by an impairment, modification, change, release or limitation of the
liability of the Borrower or by reason of the Borrower's bankruptcy or
insolvency.
SECTION 4. CONTINUING GUARANTY.
This instrument is a continuing, binding, absolute and unconditional
guaranty of payment which shall remain in full force and effect, subject to
Section 25 hereof, until the Obligations are fully paid, performed and
discharged and all commitments of the Lenders to the Borrower have been
terminated. This Guaranty covers all Obligations whether presently existing and
outstanding or arising subsequent to the date hereof including all amounts
advanced by the Lenders to the Borrower in stages or installments.
Notwithstanding the foregoing, this Guaranty shall continue to be effective, or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Obligations is rescinded or must otherwise be restored or returned
by the Lenders upon the insolvency or bankruptcy of, or as a result of any
similar proceeding with respect to, the Borrower, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any substantial part of his property, or otherwise,
all as though such payments had not been made. The liability assumed under this
Guaranty shall not be affected by the Lenders' acceptance of any settlement or
composition offered by the Borrower or decreed with respect to the Borrower by
any court, either in readjustment, receivership, bankruptcy or otherwise, except
only to the extent that such settlement has resulted in actual payment of a part
of the Obligations, and then only to that extent.
SECTION 5. RELEASE OF COLLATERAL, PARTIES LIABLE, ETC.
The Guarantors agree that (a) any or all of the security now or
hereafter held for the Obligations or Guarantors' obligations hereunder may be
exchanged, compromised, or surrendered from time to time; (b) neither the
Administrative Agent nor the Lenders shall have any obligation to protect,
perfect, secure or insure any such security interests, liens or encumbrances now
or hereafter held for the Obligations or the Guarantors' obligations hereunder
or the properties subject thereto; (c) the time or place of payment of the
Obligations may be changed or extended, in whole or in part, to a time certain
or otherwise, and may be renewed or accelerated, in whole or in part; (d) the
Borrower may be granted indulgences generally; (e) any of the provisions of the
Credit Agreement, the Notes or any of the other Credit Documents may be
modified, amended or waived; (f) any party liable for the payment thereof,
including without limitation other guarantors, may be granted indulgences or
released; and (g) any deposit balance for the credit of the Borrower or any
other party liable for the payment of the Obligations, including without
limitation other guarantors, or liable upon any security
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therefor may be released, in whole or in part, at, before and/or after the
stated, extended or accelerated maturity of the Obligations, all without notice
to or further assent by the Guarantors, who shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence, release or other act.
SECTION 6. REPRESENTATIONS AND WARRANTIES.
In order to induce the Lenders to extend credit to the Borrower, and
knowing that the Lenders shall rely on the following warranties and
representations, each of the Guarantors represents, warrants and covenants to
and with the Lenders, in addition to the representations, warranties and
covenants incorporated herein in accordance with Section 7 hereof, that:
(a) such Guarantor shall benefit, directly or indirectly, from
the extension of credit to the Borrower by the Lenders under the Credit
Agreement;
(b) such Guarantor has received good, valuable and adequate
consideration from the Borrower for the execution and delivery to the
Lenders of this Guaranty; and
(c) such Guarantor acknowledges that the Credit Agreement and
the Obligations are separate and distinct from all other obligations of
the Borrower to the Lenders and that any accommodation previously or
hereafter made by the Lenders with respect to any such other
obligations is not an indication that the same or a similar
accommodation will be made with respect to the Credit Agreement or the
Obligations.
SECTION 7. INCORPORATION OF REPRESENTATIONS, WARRANTIES AND
COVENANTS.
Reference is made to the Fruit of the Loom Agreement and the
representations and warranties of the Guarantors contained in Section 6 of the
Fruit of the Loom Agreement (hereinafter referred to as the "Incorporated
Representations and Warranties") and the covenants of the Guarantors contained
in Sections 7 and 8 of the Fruit of the Loom Agreement (hereinafter referred to
as the "Incorporated Covenants").
Each of the Guarantors agrees with the Lenders that the Incorporated
Representations and Warranties and the Incorporated Covenants (and all other
relevant provisions of the Fruit of the Loom Agreement related thereto,
including without limitation the defined terms contained in Section 1 thereof
which are used in the Incorporated Representations and Warranties and the
Incorporated Covenants, hereinafter referred to as the "Additional Incorporated
Terms") are hereby incorporated by reference into this Guaranty to the same
extent and with the same effect as if set forth fully herein and shall inure to
the benefit of the Lenders, without giving effect to any waiver, amendment,
modification or replacement of the Fruit of the Loom Agreement or any term or
provision of the Incorporated Representations and Warranties, the Incorporated
Covenants or the Additional Incorporated Terms occurring subsequent to the
Closing Date, except to the extent otherwise specifically provided in the
following provisions of this paragraph. For purposes of the incorporation of the
provisions of the Fruit of the Loom Agreement pursuant to this paragraph, (a)
all references in the Fruit of the Loom Agreement to the "Administrative Agent"
or to the
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"Agents" shall be deemed to refer to the Administrative Agent or the Agents, as
applicable, under the Credit Agreement, (b) all references in the Fruit of the
Loom Agreement to the "Lenders" shall be deemed to refer to the Lenders under
the Credit Agreement, (c) all references in the Fruit of the Loom Agreement to
the "Credit Agreement" shall be deemed to refer to this Guaranty and all
references in the Fruit of the Loom Agreement to the "Credit Documents" shall be
deemed to refer to the Credit Documents under the Credit Agreement, (d) all
references in the Fruit of the Loom Agreement to the "Borrower" or the "Credit
Parties" shall be deemed to refer to the Guarantors hereunder, and (e) all
references in the Fruit of the Loom Agreement to the "Effective Date" shall be
deemed to refer to the Effective Date of the Credit Agreement. In the event a
waiver is granted under the Fruit of the Loom Agreement or an amendment or
modification is executed with respect to the Fruit of the Loom Agreement, and
such waiver, amendment and/or modification affects the Incorporated
Representations and Warranties, the Incorporated Covenants or the Additional
Incorporated Terms, then such waiver, amendment or modification shall be
effective with respect to the Incorporated Representations and Warranties, the
Incorporated Covenants and the Additional Incorporated Terms as incorporated by
reference into this Guaranty only if consented to in writing by the Required
Lenders. In the event the Fruit of the Loom Agreement is replaced or terminated,
then the Incorporated Representations and Warranties, the Incorporated Covenants
and the Additional Incorporated Terms (as amended or modified in accordance with
this paragraph) shall continue to be the Incorporated Representations and
Warranties, the Incorporated Covenants and the Additional Incorporated Terms
hereunder unless otherwise consented to by the Required Lenders.
SECTION 8. WAIVER OF DEFENSES.
The Guarantors hereby waive any and all defenses to any action or
proceeding brought to enforce this Guaranty or any part of this Guaranty, except
the single defense that the sum claimed has actually been paid to the Lenders.
Without limiting the foregoing in any way, but merely by way of illustration,
the Guarantors hereby specifically waive all technical, dilatory or
nonmeritorious defenses, and any defense predicated upon:
(a) Incapacity, disability or lack of authority on the part of
the Borrower or any other person; or
(b) Any change or modification or extension or waiver of any
term of the Obligations or any Credit Document, or any indulgence or
forbearance or delay on the part of the Administrative Agent or the
Lenders in the enforcement of any term of the Obligations or any Credit
Document, or any other or further dealings or agreements between the
Lenders and the Borrower or between the Lenders and any other
guarantors or sureties for all or any part of the Obligations; or
(c) Any failure to perfect, release of, substitution for,
addition to, increase in or impairment of all or any part of any
security for the Obligations or the Guarantors' obligations hereunder,
whether for valuable consideration or otherwise; or
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(d) The fact that there may now or hereafter be other
guarantors or sureties liable for all or any part of the Obligations,
or that solvent persons other than the Borrower or the Guarantors may
have undertaken the payment of all or any part of the Obligations,
whether in connection with any transfer of any collateral for the
Obligations or the Guarantors' obligations hereunder or otherwise; or
(e) The full or partial release or discharge of the Borrower
or any other present or future guarantors or sureties for all or any
part of the Obligations except pursuant to the payment in full of the
Obligations; or
(f) Any other act or omission by the Administrative Agent or
the Lenders or failure by the Administrative Agent or the Lenders to
proceed promptly or diligently, or any other matter which might, but
for this waiver by the Guarantors, be deemed a legal or equitable
release or discharge of a surety or guarantor, regardless of whether
such act or omission or failure or other matter varies or increases the
risk of the Guarantors or affects or impairs the rights or remedies of
the Guarantors.
SECTION 9. ADDITIONAL WAIVERS.
Neither the Administrative Agent nor the Lenders shall be required to
notify the Guarantors of (a) the Lenders' acceptance of this Guaranty, (b) any
disbursements of funds by or on behalf of the Lenders, or (c) any modification
of any other document executed by the Borrower or any other guarantor or surety
in connection with the Obligations. The Administrative Agent agrees to give
prompt notice to Fruit of the Loom, on behalf of the Guarantors, after it has
actual knowledge of a default by the Borrower under the Obligations; provided
that failure to give such notice shall not in any respect invalidate this
Guaranty or the obligations of the Guarantors hereunder. The Guarantors hereby
waive presentment for payment, demand, protest, notice of protest or dishonor,
notice of default, and any other notice or demand whatsoever before the
Administrative Agent or the Lenders commence to enforce their rights under this
Guaranty, whether by judicial proceedings or in any other manner. Neither the
Administrative Agent nor the Lenders shall have any obligation whatsoever to
disclose to the Guarantors any information the Lenders may now possess or
hereafter obtain about the Borrower, regardless of whether (i) the
Administrative Agent or the Lenders have reason to believe that such information
materially increases the risk of the Guarantors beyond that which the Guarantors
intend to assume hereunder, or (ii) the Administrative Agent or the Lenders have
reason to believe that such information is unknown to the Guarantors, or (iii)
the Administrative Agent or the Lenders have a reasonable opportunity to
communicate such information to the Guarantors. The Guarantors understand and
agree that the Guarantors are fully responsible for being and keeping informed
of the financial condition of the Borrower and of all circumstances bearing on
the risk of failure of the Borrower to repay the Obligations.
SECTION 10. LIMITATIONS ON RIGHTS OF GUARANTORS.
Until the Obligations shall have actually been paid in full, the
Guarantors hereby (a) agree not to seek reimbursement or repayment from the
Borrower or the liquidation of any security for
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the Obligations by reason of having paid monies pursuant to this Guaranty, (b)
waive any right to enforce any remedy as a subrogee of the Lenders or their
successors and assigns or to participate in the Obligations or in any security
for the Obligations, (c) agree not to seek or accept repayment or reimbursement
from the Borrower of any sums advanced, contributed or loaned to the Borrower
by the Guarantors, all of which are hereby subordinated and postponed to the
full repayment of the Obligations, and (d) agree not to seek or accept any
distributions or other transfers of assets from the Borrower.
SECTION 11. RIGHTS OF CONTRIBUTION.
The Guarantors agree among themselves that, in connection with payments
made hereunder, each Guarantor shall have contribution rights against the other
Guarantors and against the Borrower as permitted under applicable law. Such
contribution rights shall be subordinate and subject in right of payment to the
obligations of the Guarantors hereunder and the Obligations of the Borrower and
no Guarantor shall exercise such rights of contribution until all Obligations
(other than any such obligations which by the terms thereof are stated to
survive termination of the Credit Documents) have been paid in full and the
Commitments terminated.
SECTION 12. BENEFIT OF GUARANTY.
The rights and authority granted to the Lenders in this Guaranty shall
inure to the benefit of their successors and assigns, and the agreements by the
Guarantors contained in this Guaranty shall bind the Guarantors and the
Guarantors' successors and assigns, jointly and severally.
SECTION 13. ASSIGNMENT.
Any Lender may assign its interests under this Guaranty in accordance
with Section 9.3 of the Credit Agreement and without the prior consent of the
Guarantors.
No Guarantor may assign any of its obligations under this Guaranty
without the prior written consent of the Required Lenders.
SECTION 14. ADDITIONAL GUARANTORS.
At the time any Person becomes a Material Domestic Subsidiary of Fruit
of the Loom or the Parent, Fruit of the Loom shall so notify the Administrative
Agent and promptly thereafter (but in any event within 30 days after the date
thereof) shall (a) cause such Person to execute either a joinder agreement
satisfactory to the Administrative Agent with respect to this Guaranty or a
separate guaranty agreement in favor of the Lenders in substantially the same
form as this present Guaranty and (b) deliver, or cause such Person to deliver,
such other documentation as the Administrative Agent may reasonably request in
connection with the foregoing, including, without limitation, certified
resolutions and other organizational and authorizing documents of such Person
and favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the joinder
or guaranty agreement referred to above).
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SECTION 15. TIME IS OF THE ESSENCE.
Time shall be of the essence with respect to all of the provisions of
this Guaranty.
SECTION 16. LIMITATIONS ON GUARANTY.
Notwithstanding any provision to the contrary contained herein or in
any of the other Credit Documents, to the extent the obligations of any
Guarantor shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state, federal or
foreign law relating to fraudulent conveyances or transfers) then the
obligations of such Guarantor hereunder shall be limited to the maximum amount
that is permissible under applicable law (whether state, federal or foreign).
Nothing contained in this Guaranty shall be construed as obligating the
Guarantors in any way to be responsible for interest in excess of the maximum
rate permitted by applicable law.
SECTION 17. REMEDIES.
The Guarantors agree that, as between the Guarantors, on the one hand,
and the Administrative Agent and the Lenders, on the other hand, the Obligations
may be declared to be forthwith due and payable as provided in Article VII of
the Credit Agreement (and shall be deemed to have become automatically due and
payable in the circumstances provided in Article VII) notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing such
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or such Obligations being
deemed to have become automatically due and payable), such Obligations (whether
or not due and payable by any other Person) shall forthwith become due and
payable by the Guarantors. The Guarantors acknowledge and agree that their
obligations hereunder are secured in accordance with the terms of the Security
Agreement and the other Collateral Documents and that the Administrative Agent
and the Lenders may exercise their remedies thereunder in accordance with the
terms thereof.
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SECTION 18. NOTICES.
Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device) to the
number set forth below, (c) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (d)
the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case to the Guarantors:
c/o Fruit of the Loom, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000, Xxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Fax: (000) 000-0000
and to all other parties hereto in accordance with Section 9.1 of the Credit
Agreement.
SECTION 19. ATTORNEY'S FEES AND COSTS OF COLLECTION.
The Guarantors agree to pay any expenses incurred by the Administrative
Agent or the Lenders in the collection or enforcement of this Guaranty,
including reasonable documented costs and attorney's fees (including those
incurred for appellate or administrative or bankruptcy proceedings) in the event
that the Administrative Agent or the Lenders shall be obliged to resort to the
courts or require the services of an attorney to collect under this Guaranty.
SECTION 20. GOVERNING LAW; VENUE.
(a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Any legal action or proceeding with respect to this Guaranty
may be brought in the courts of the State of New York or of the United
States for the Southern District of New York, and, by execution and
delivery of this Guaranty, each Guarantor hereby irrevocably accepts
for itself and in respect of its property, generally and
unconditionally, the jurisdiction of such courts. Each Guarantor
further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage
prepaid, to it in care of Katten, Muchin & Zavis, Attn: Xxxxx
Xxxxxxxxx, Esq., whose present address is 000 Xxxx Xxxxxx Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxxxx 00000, whom each Guarantor hereby appoints as
such Guarantor's agent for service of process, such service to become
effective thirty (30) days after such mailing. Nothing herein shall
affect the right of the Lenders to serve process in any other manner
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permitted by law or to commence legal proceedings or to otherwise
proceed against any Guarantor in any other jurisdiction.
(b) Each Guarantor hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with
this Guaranty brought in the courts referred to in subsection (a) and
hereby further irrevocably waives and agrees not to plead or claim in
any such court that any such action or proceeding brought in any such
court has been brought in an inconvenient forum.
SECTION 21. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 22. COUNTERPARTS/TELECOPY.
This Guaranty may be executed in any number of counterparts, each of
which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of an executed
counterpart by telecopy shall be as effective as delivery of a manually executed
counterpart hereto and shall constitute a representation that an original
executed counterpart will be provided.
SECTION 23. HEADINGS.
The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Guaranty.
SECTION 24. SEVERABILITY.
If any provision of any of this Guaranty is determined to be illegal,
invalid or unenforceable, such provision shall be fully severable and the
remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.
SECTION 25. EXPIRATION.
Notwithstanding anything to the contrary contained herein, this
Guaranty shall expire on September 24, 2000 unless the Borrower, by written
notice to the Guarantors at least ten Business Days prior to such expiration
date, extends this Guaranty for up to six additional months; provided that this
Guaranty shall remain in effect as to any claims for payment hereunder made by
the Administrative Agent or the Lenders on or prior to such expiration date, it
being understood that a claim for payment hereunder shall be deemed to have been
made by the Administrative Agent and the Lenders on such expiration date in the
amount of the Obligations
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outstanding on such expiration date (after giving effect to any payments
received by the Administrative Agent from the Borrower on such expiration date).
(signature pages follow)
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IN WITNESS WHEREOF, the Guarantors have caused this Guaranty to be duly
executed and delivered as of the date first above written.
FRUIT OF THE LOOM, INC.,
a Delaware corporation
By:
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and Treasurer
FRUIT OF THE LOOM, LTD.,
a Cayman Islands company
UNION UNDERWEAR COMPANY, INC.,
a New York corporation
ALICEVILLE COTTON MILL, INC.,
an Alabama corporation
THE B.V.D. LICENSING CORPORATION,
a Delaware corporation
FAYETTE COTTON MILL, INC.,
an Alabama corporation
FOL CARIBBEAN CORPORATION,
a Delaware corporation
FRUIT OF THE LOOM ARKANSAS, INC.,
an Arkansas corporation
FRUIT OF THE LOOM CARIBBEAN, INC.,
a Delaware corporation
FRUIT OF THE LOOM, INC.,
a New York corporation
FRUIT OF THE LOOM TEXAS, INC.,
a Texas corporation
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FTL SALES COMPANY, INC.,
a New York corporation
GITANO FASHIONS LIMITED,
a Delaware corporation
GREENVILLE MANUFACTURING, INC.,
a Mississippi corporation
JET SEW TECHNOLOGIES, INC.,
a New York corporation
XXXXXX XXXXX, INC.,
a Louisiana corporation
PRO PLAYER, INC.,
a New York corporation
XXXXX APPAREL, INC.,
a Georgia corporation
XXXXXXX HOSIERY XXXXX, INC.,
a North Carolina corporation
SALEM SPORTSWEAR CORPORATION,
a Delaware corporation
XXXXXXX WAREHOUSE CORPORATION,
a Mississippi corporation
UNION SALES, INC.,
a Delaware corporation
UNION YARN XXXXX, INC.,
an Alabama corporation
XXXXXXXX MANUFACTURING, INC.,
a South Carolina corporation
XXXXXXXX XXXXXX MILL, INC.,
an Alabama corporation
FTL REGIONAL SALES COMPANY, INC.,
a Delaware corporation
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LEESBURG YARN XXXXX, INC.,
an Alabama corporation
SALEM SPORTSWEAR, INC.,
a New Hampshire corporation
FRUIT OF THE LOOM TRADING COMPANY,
a Delaware corporation
DEKALB KNITTING CORPORATION,
an Alabama corporation
By:
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Name: Xxxxx X. Xxxxxxx
Title: Vice President and a Financial Officer
of each of the foregoing entities
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